<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT No. 1)*
Healthcare Imaging Services, Inc.
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(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
421939109
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(CUSIP NUMBER)
Sam Beran, M.D.
Department of Plastic Surgery
5323 Harry Hines Boulevard
Dallas, TX 75235-9132
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 1999**
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The reporting persons beneficially own in the aggregate 887.385 shares of
Series D Cumulative Accelerating Redeemable Preferred Stock ("Series D Preferred
Stock") of Healthcare Imaging Services, Inc. (the "Company"). Such Series D
Preferred Stock is convertible at any time after March 1, 1999 into shares of
the Company's common stock.
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CUSIP No. 421939109 SCHEDULE 13D
1. NAME OF REPORTING PERSON
Sam Beran, M.D.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO, See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7. SOLE VOTING POWER
SHARES 0, See Item 5
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 8,907,060.61, See Item 5
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0, See Item 5
PERSON 10. SHARED DISPOSITIVE POWER
WITH 8,907,060.61, See Item 5
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,099,025.204, See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
See Item 5(a), Note (2)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.52%, See Item 5
14. TYPE OF REPORTING PERSON
IN
Page 2 of 13
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CUSIP No. 421939109 SCHEDULE 13D
1. NAME OF REPORTING PERSON
Phyllis Beran
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO, See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7. SOLE VOTING POWER
SHARES 0, See Item 5
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 8,907,060.61, See Item 5
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0, See Item 5
PERSON 10. SHARED DISPOSITIVE POWER
WITH 8,907,060.61, See Item 5
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,262,661.768, See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
See Item 5(a), Note (2)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.32%, See Item 5
14. TYPE OF REPORTING PERSON
IN
Page 3 of 13
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CUSIP No. 421939109 SCHEDULE 13D
1. NAME OF REPORTING PERSON
Beran/Echelon I Shareholders Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO, See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Trust is organized under the laws of the State of New Jersey.
NUMBER OF 7. SOLE VOTING POWER
SHARES 0, See Item 5
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,631,669.51, See Item 5
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0, See Item 5
PERSON 10. SHARED DISPOSITIVE POWER
WITH 4,631,669.51, See Item 5
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,631,669.51, See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
Not applicable, See Item 5
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.97%, See Item 5
14. TYPE OF REPORTING PERSON
00 - TRUST
Page 4 of 13
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CUSIP No. 421939109 SCHEDULE 13D
1. NAME OF REPORTING PERSON
Beran/Mainland II Shareholders Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO, See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Trust is organized under the laws of the State of New Jersey.
NUMBER OF 7. SOLE VOTING POWER
SHARES 0, See Item 5
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 979,773.15, See Item 5
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0, See Item 5
PERSON 10. SHARED DISPOSITIVE POWER
WITH 979,773.15, See Item 5
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,773.15, See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
Not applicable, See Item 5
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94%, See Item 5
14. TYPE OF REPORTING PERSON
OO - TRUST
Page 5 of 13
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CUSIP No. 421939109 SCHEDULE 13D
1. NAME OF REPORTING PERSON
Beran/Management III Partners Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO, See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Trust is organized under the laws of the State of New Jersey.
NUMBER OF 7. SOLE VOTING POWER
SHARES 0, See Item 5
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 2,404,906.867, See Item 5
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0, See Item 5
PERSON 10. SHARED DISPOSITIVE POWER
WITH 2,404,906.867, See Item 5
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,404,906.867, See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
Not applicable, See Item 5
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.48%, See Item 5
14. TYPE OF REPORTING PERSON
OO - TRUST
Page 6 of 13
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CUSIP No. 421939109 SCHEDULE 13D
1. NAME OF REPORTING PERSON
Beran/Bloomfield IV Shareholders Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO, See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Trust is organized under the laws of the State of New Jersey.
NUMBER OF 7. SOLE VOTING POWER
SHARES 0, See Item 5
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 623,494.745, See Item 5
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0, See Item 5
PERSON 10. SHARED DISPOSITIVE POWER
WITH 623,494.745, See Item 5
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
623,494.745, See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
Not applicable, See Item 5
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%, See Item 5
14. TYPE OF REPORTING PERSON
OO - TRUST
Page 7 of 13
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CUSIP No. 421939109 SCHEDULE 13D
1. NAME OF REPORTING PERSON
Beran/INB V Shareholders Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO, See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Trust is organized under the laws of the State of New Jersey.
NUMBER OF 7. SOLE VOTING POWER
SHARES 0, See Item 5
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 267,216.335, See Item 5
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0, See Item 5
PERSON 10. SHARED DISPOSITIVE POWER
WITH 267,216.335, See Item 5
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,216.335, See Item 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
Not applicable, See Item 5
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%, See Item 5
14. TYPE OF REPORTING PERSON
OO - TRUST
Page 8 of 13
<PAGE>
AMENDMENT No. 1 TO SCHEDULE 13D
HEALTHCARE IMAGING SERVICES, INC.
This Amendment No. 1 to Schedule 13D amends and supplements the
information set forth in the Schedule 13D filed by the Reporting Persons (as
defined therein) with the Securities and Exchange Commission on February 19,
1999 (the "Original Schedule 13D") and constitutes Amendment No. 1 to the
Original Schedule 13D. Capital terms used herein without definition shall have
the meaning assigned to such terms in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Original Schedule 13D is revised and amended in its
entirety as set forth below.
(a) Beneficial Ownership
--------------------
Items 7, 8, 9, 10, 11, 12 and 13 from pages 2 through 8 of this
statement are incorporated herein by reference.
The Reporting Persons are the beneficial owners of an aggregate of
8,907,060.61 shares of Common Stock. Based on the Company's most recent public
filings, this represents beneficial ownership of 43.96% of the Company's Common
Stock.
Each of the Reporting Persons beneficially owns (i) that number of
shares of Common Stock and (ii) that percentage of the Company's Common Stock
(based on the Company's most recent public filings), as set forth opposite such
Reporting Person's name:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Number of Shares of Percentage of
Common Stock Common Stock
Reporting Person Beneficially Owned (1) Beneficially Owned
- ---------------- -------------------------- ---------------------------
<S> <C> <C>
Sam Beran, M.D. 8,907,060.61(2) 43.96%
- ------------------------------------------------------------------------------------------------------------------
Phyllis Beran 8,907,060.61(2) 43.96%
- ------------------------------------------------------------------------------------------------------------------
Beran/Echelon I Shareholders Trust 4,631,669.51 28.97%
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Beran/Mainland II Shareholders Trust 979,773.15 7.94%
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Beran/Management III Partners Trust 2,404,906.867 17.48%
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Beran/Bloomfield IV Shareholders Trust 623,494.745 5.2%
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Beran/INB V Shareholders Trust 267,216.335 2.3%
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</TABLE>
(1) Set forth on Schedule II of this Schedule 13D is the formula used to
calculate the number of shares of Common Stock to be issued to the
Reporting Persons upon conversion of the Series D Preferred Stock.
(2) Represents all of the shares of Common Stock beneficially owned by the Beran
Trusts of which
Page 9 of 13
<PAGE>
Sam Beran, M.D. and Phyllis Beran are co-trustees. Sam Beran, M.D. disclaims
beneficial ownership of 4,808,035.406 shares of Common Stock beneficially
owned by the Beran Trusts. Phyllis Beran disclaims beneficial ownership of
5,644,398.842 shares of Common Stock beneficially owned by the Beran Trusts
because they do not have a pecuniary interest in these shares.
(b) Voting and Dispositive Powers
-----------------------------
Items 7, 8, 9, 10, 11, 12 and 13 from pages 2 through 8 of this
statement are incorporated herein by reference.
Sam Beran, M.D. and Phyllis Beran are co-trustees of the Beran Trusts.
As such, Sam Beran, M.D. and Phyllis Beran share voting and dispositive power
with respect to the shares of Common Stock beneficially owned by the Reporting
Persons.
(c) Transactions in Securities of the Company During the Past Sixty Days
--------------------------------------------------------------------
Other than as set forth herein, the Reporting Persons have not made any
purchase or sales of securities of the Company during the sixty (60) days
preceding the date of this Amendment No. 1 to Schedule 13D.
(d) Dividends and Proceeds
----------------------
Subject to the terms of each of the Beran Trust's liquidating trust
agreements, the trustees of each the Beran Trusts, Phyllis Beran and Sam Beran,
M.D., have the power to direct the receipt of dividends from or the proceeds
from the sale of the shares of Common Stock beneficially owned by the Reporting
Persons.
(e) Date Reporting Person Ceased to be Beneficial Owner of More than 5% of
-----------------------------------------------------------------------
the Company's Stock
-------------------
Not applicable.
Page 10 of 13
<PAGE>
SIGNATURES AND JOINT STATEMENT AGREEMENT
----------------------------------------
After reasonable inquiry and to the best of each Reporting Person's
respective knowledge and belief, each Reporting Person certifies that the
information set forth in this statement is true, complete and correct.
Each Reporting Person understands that they are responsible for the
timely filing of this statement and any amendments thereto and for the
completeness and accuracy of the information concerning such Reporting Person
contained herein; each Reporting Person understands that they are not
responsible for the completeness or accuracy of the information concerning the
other Reporting Persons making this filing unless such Reporting Person knows or
has reason to believe that such information is inaccurate. This Statement may be
executed in more than one counterpart.
/s/ Sam Beran
Dated: September 16, 1999 ----------------------------------
------------------ Sam Beran, M.D.
/s/ Phyllis Beran
----------------------------------
Phyllis Beran
BERAN/ECHELON I SHAREHOLDERS TRUST
/s/ Sam Beran
By:_______________________________
Name: Sam Beran, M.D.
Title: Co-Trustee
BERAN/MAINLAND II SHAREHOLDERS TRUST
/s/ Sam Beran
By:_________________________________
Name: Sam Beran, M.D.
Title: Co-Trustee
Page 11 of 13
<PAGE>
BERAN/MANAGEMENT III PARTNERS TRUST
/s/ Sam Beran
By:________________________________
Name: Sam Beran, M.D.
Title: Co-Trustee
BERAN/BLOOMFIELD IV SHAREHOLDERS
TRUST
/s/ Sam Beran
By:________________________________
Name: Sam Beran, M.D.
Title: Co-Trustee
BERAN/INB V SHAREHOLDERS TRUST
/s/ Sam Beran
By:_______________________________
Name: Sam Beran, M.D.
Title: Co-Trustee
Page 12 of 13
<PAGE>
SCHEDULE II
Conversion of Reporting Persons' Series D Preferred Stock into Common Stock
Conversion Ratio: The quotient of (x) the aggregate liquidation
preference of the Series D Preferred Stock being
converted divided by (y) the Conversion Price. The
"Conversion Price" shall be equal to the average of
the market prices for the Common Stock for the twenty
(20) consecutive trading days immediately preceding
the Convertibility Date and shall be subject to
adjustment in certain circumstances.
Example:
Number of Shares of Series D
Preferred Stock Held in the aggregate
by the Reporting Persons = 887.385
X (aggregate liquidation preference of 887.385
shares of Series D Preferred Stock) = $9,317,542.50
Y(Conversion Price) = 1.046085
9,317,542.50
= 8,907,060.61 shares of Common Stock to be issued in
- --------------------- exchange for 887.385 shares of
1.046085 Series D Preferred Stock
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Number of Shares of Series D Number of Shares of
Reporting Person Preferred Stock Owned Common Stock Beneficially Owned
- ---------------- --------------------------------- -------------------------------
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Sam Beran, M.D. 887.385* 8,907,060.61
- ---------------------------------------------------------------------------------------------------------------
Phyllis Beran 887.385* 8,907,060.61
- ---------------------------------------------------------------------------------------------------------------
Beran/Echelon I Shareholders Trust 461.44 4,631,669.51
- ---------------------------------------------------------------------------------------------------------------
Beran/Mainland II Shareholders Trust 97.612 979,773.15
- ---------------------------------------------------------------------------------------------------------------
Beran/Management III Partners Trust 239.594 2,404,906.867
- ---------------------------------------------------------------------------------------------------------------
Beran/Bloomfield IV Shareholders Trust 62.117 623,494.745
- ---------------------------------------------------------------------------------------------------------------
Beran/INB V Shareholders Trust 26.622 267,216.335
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
* Represents all of the shares of Common Stock beneficially owned by the Beran
Trusts of which Phyllis Beran and Sam Beran, M.D. are trustees.
